


Friend In Need

by frogfarm



Category: Dark Angel
Genre: Anal Play, Angst and Humor, Angst and Porn, Awkward Romance, Awkward Sexual Situations, Awkwardness, BFFs, Bechdel Test Fail, Best Friends, Biology, Blindfolds, Canon Lesbian Character, Comfort Sex, Crack Treated Seriously, Emotional Sex, F/F, Female Ejaculation, Fluid Sexuality, Free Agency, Friendship/Love, Imagination, Lesbian Character of Color, Light Angst, Light Dom/sub, Mating Cycles/In Heat, Mother Nature Being an Asshole, No Safeword, Oral Sex, Orgasm Delay/Denial, Pining, Porn with Feelings, Sexual Fantasy, Spanking, Teasing, The Author Regrets Nothing, Trust, Vaginal Fisting, Weird Biology
Language: English
Status: Completed
Published: 2015-12-29
Updated: 2015-12-29
Packaged: 2018-05-10 06:13:12
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 10,842
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5573857
Author URL: https://archiveofourown.org/users/frogfarm/pseuds/frogfarm
Summary: <blockquote class="userstuff">
              <p>Max is in heat. Cindy can't bear to see her best friend suffer.</p><p>Alternate take on 1x19, "Meow".</p><p>Cindy POV, with a brief Logan intermission.</p>
            </blockquote>





	Friend In Need

**Author's Note:**

> Another thirteen-year fic, written spring 2002 / winter 2015. Alternate take on 1x19, "Meow". More fluff, HGOGA, and a soupçon of angst to sweeten the pot. Minor dialogue recycled from canon; title from the final episode of Xena.
> 
> All relative: The Rogue/Jean I'm writing makes this look tame and safe and in every way correct.
>
>>  
>> 
>> _"What is it with guys and lesbians anyway?"_  
> 
>
>>  
>> 
>> _"He's from Manticore, huh? Say what you want -- they sure know how to make 'em pretty."_  
> 
> 
> * * *

The sunlight that drifted through the morning haze over the grime and decay of the Seattle rooftops had acquired a visible coating of filth as it rose into the atmosphere. By the time it crept into every last corner and alleyway in the city, the light had also found the strength to crawl through the southeast terrace window of the seventh floor at 339 Waverly. The blaze had lost a good deal of its impact, but enough remained to make eyes squint as they opened, particularly if the previous evening's festivities included a few too many pitchers at Crash. It wasn't Seattle's most popular nightclub, but more than a few misguided folk called it a home away from home. In some cases, nicer than their own home.

Original Cindy gave an enormous yawn, stretching it and herself out as long as possible, which wasn't much given her cramped quarters. She probably ought to have been up by now, but she wasn't sweating it. Her roommate never slept, or near enough to it, and would have certainly woken her if they were actually going to be late. Hard to beat having your own personal transgenic alarm clock.

Her smile vanished as a number of paranoid possibilities sprang to mind. True, she hadn't _heard_ jackboots storm in during the night. Then again, maybe Uncle Sam had finally sent an undercover team that understood the meaning of the word 'sneaky'.

She threw back the covers, peering through the beaded curtain that separated her personal space from the rest of the apartment. The foot of Max's bed was visible, along with two bare feet, and as Cindy craned her head to look around the corner, the rest of her roommate came into view: Alive and well, and uncharacteristically sound asleep.

A wave of relief washed through her, and Cindy pushed the curtain aside, making her way to the bed. Even treading lightly, she was surprised the sound of footsteps hadn't woken her friend. Max lay on her back with the sheets thrown off, skin glistening with sweat, her chest slowly rising and falling. A faint snore barely reached Cindy's ears.

 _Guess I got used to her never sleepin'_. She turned away before she could succumb to the urge to plant a big, wet kiss on that gorgeous mouth. Now she thought about it, that particular urge had been dormant ever since her roommate, co-worker and best friend had revealed her Big Secret: Namely, that her hottie homegirl had been designed in a lab, the result of covert government experiments to create superhuman soldiers by combining human and animal DNA.

Certainly, their friendship had never been at issue. Max had proven herself willing to risk death when her friend had been taken hostage, even jamming an experimental implant into her already overcharged body before going head to head with three other juiced-up soldiers twice her size. If the girl hadn't already had her heart at hello, that kind of dashing ride to the rescue would have melted a puddle in anyone's panties. Turned out the whole thing had only made Cindy more protective, which considering everything, was a holla and a half. But until now those lustful urges had gone underground, and truth be told, she was damn glad to be feeling them again. Even with the lack of reciprocation, it made Max seem more approachable. More...human.

Opening the cupboards to the usual lack of variety, Cindy contemplated whether to bother conserving the dwindling supply of real coffee. A present from Max's "not my boyfriend" Logan, this batch had lasted a month thanks to careful rationing. Chicory was getting almost as pricey, though, and she couldn't bring herself to cut it further or switch to tea. Maybe her mutant BFF could get by on one hour of sleep out of every twenty-four, but Original Cindy needed something hot, strong and black to start her morning off.

Sighing in disgust at the bare shelves, she resigned herself to brewing the last precious pot. She had found the kettle and was about to turn on the stove when she caught sight of the battered clock that hung on the wall.

"Damn!"

Max muttered and rolled over. Cindy glanced hastily over at the bed, contenting herself with a brief checkout of the single, perfect buttcheek now exposed. Then she turned away, grabbing the first clean clothes within reach. Running a brush through her hair just long enough to tie it back, she found a pair of earrings on the nightstand and headed for the bathroom, emerging moments later to find Max still out cold.

Cindy weighed her options with a sigh. At this point, conflicted didn't begin to cut it. On the one hand, her best friend was a genetically enhanced killing machine with a wide variety of medical problems who had been through hell her entire life, and in particular the past few weeks. On the other hand, if they weren't walking through the doors of Jam Pony Messenger in the next fourteen minutes, they would have to grovel for their livelihood before a man with a crew cut and a permanently attached pocket protector.

She shook her head, feeling like an evil stepmother. Her roommate looked even more adorable in her unconscious state, wearing a tank top and bikini briefs that framed luscious olive skin, her long dark curls surrounding a pixie face whose big eyes and full, pouty lips always brought out the incestuous mom in Cindy. Max was making quiet happy noises now to go along with the smile, and Cindy could feel her resolve waver.

She hardened her heart, taking a very deep breath.

Her hand was on the other woman's shoulder when Max's eyes flew open.

"Oh God!"  
  
Max sat bolt upright, hyperventilating. Cindy stared in shock at her friend, fear turning to concern as those perfect features crumbled in abject misery.

"I'm in heat again."

Cindy turned and marched into the kitchen, consigning their employer to the disposal unit of her mind. The Man would just have to wait.

"Goat milk witcha coffee, boo?"

 

* * *

 

A chorus of angry shouts greeted Cindy as she sailed through the crowd, eyes fixed on the dwindling form ahead that was the source of the mob's discontent. Every breath was fire in her lungs, but she kept up the grueling pace, determined not to lose track of her target. After all the trouble she'd gone to in order to get them to work, then repeatedly save Max from her own base desires, she'd be damned if she gave up this close to the finish line. Max was going full out, barely avoiding a chess match between two elderly Asian men sitting on matching beer kegs.

The young woman quickly regained control, pedaling faster in an attempt to beat an oncoming truck to the intersection. Cindy's heart rose in her chest, but Max, apparently realizing she wouldn't make it without pulling some obviously superhuman stunt, turned and skidded to a halt beside a gaggle of gawking skate punks. Cindy caught up and slammed on the brakes as her companion slumped over her handlebars, barely winded.

"Damn, girl!" Cindy wheezed, sucking in great gulps of air. "You tryin' to kill me or y'self?"

One of the punks snickered, but Cindy barely registered his presence. Her friend was hunched over, shoulders quivering, and whatever smartass comment she might have been about to make regarding Normal's sex appeal died on her lips. Not that the idea of _sex_ combined with _Normal_ was any laughing matter, but even that chilling concept was of no concern when Max looked up and Cindy could all too easily see the tears in her eyes.

"Come on, boo. Let's get you home and into a nice cold shower."

"Oi!" The tallest punk's face split into a grin. "You sellin' tickets?"

Max gave her handlebar a convulsive squeeze. The brake lever abruptly came loose, wrenching away in her hand.

"Ah, fellas..." Cindy put a careful hand on Max's shoulder to keep her from turning around. The other girl's expression was equal parts murderous and desperate, to the point where looks might actually kill.

"My homegirl got some major PMS." She gave Max a comforting squeeze, marveling at the rock-hard muscle. "Anyone don't want the family jewels served up on a platter, best not be gettin' in our way."

Max's look was one of blatant and naked gratitude. Cindy offered a meaningful smile before releasing her friend.

"Now I got my breath back, I'll race ya. Deal?"

"Deal," Max nodded, looking feverish; and immediately took Cindy at her word by releasing the brakes, standing up on one pedal and dropping down, shooting across the narrow thoroughfare into the crowds beyond. The skate punks hooted and whistled at the sight of her upraised hindquarters, leaving Cindy to groan as she wrestled her legs into motion, thanking her lucky stars the street remained clear. Even better, the apartment was only two blocks away.

She was seeing stars by the time she hopped the speed bump at the entrance to the parking lot, slowing down as much for oxygen as to check for fresh broken glass. From the size of the encampment, a new family had joined the homeless contingent who were taking advantage of unused vehicle space, having grown bolder in the absence of weekly squatter shakedowns. Max was nowhere to be seen, but Cindy found herself oddly unconcerned. Maybe it was exhaustion, or the certainty that her friend was already upstairs.

 _Exhaustion_ , she decided as she climbed those same stairs. At least this time she was carrying a bicycle and not a water heater. Oh well; if Max wasn't using any hot water, all the more for her.

The sound of the shower as she entered put to rest any remaining worry. Resisting the urge to collapse onto the couch and into a coma, Cindy propped her bike against the wall and went in search of the sun tea that had been steeping in the window. Feeling immeasurably better after sucking down one glass, she parked herself at the kitchen table to enjoy a leisurely second, along with the latest Free Seattle Weekly.

"Whew." Max sauntered out of the bathroom, hair still dripping wet, having swapped her casual clothes for skintight black pants and a matching top. No nonsense; all business. "Nothing like an ice-cold shower to get your mind off the dirty deed."

She dropped to the floor and began to ratchet off pushups. Cindy glanced over, pursing her lips.

"You just keep tellin' yourself that."

Max's rhythm never faltered. "I gotta sit in the same car with Logan tonight."

Cindy shook her head. "Is that wise? You keep saying you don't want anything to happen between you two."

"I have no choice." Max didn't sound entirely convinced. "I have to...run an errand."

Cindy had returned to her magazine, but glanced up at the slight hesitation; obviously due to internal struggle rather than loss of breath. _Damn. What's it gotta take to wear that girl out?_

"He got the four one one on your hormone problem?"

Max gave her a disgusted look. "Are you kidding? He's the last person in the world I want knowing about this."

Now that, Cindy mused, was a recipe for disaster waiting to happen. It would be hilarious, if Max wasn't so torn up.

"How you gonna keep from laying out for the boy?"

"Gonna sit on my hands...try not to look at him?" Max stopped in mid-pushup, distress turning to anxious resignation. Cindy could see it coming, and shook her head as Max's voice dropped to its earlier, seductive tones.

"Try not to think about...his scruffy beard, and those cute little glasses that make him look all sexy and intellectual..." Max's tongue crept over her lips, and she abruptly froze, panic in her eyes. "Oh God. I gotta take another shower!"

"Don't be trippin'!" Cindy called out as the bathroom door slammed shut. "You still got twenty --"

The knock at the door made a liar of her.

"Stall him!" came a muffled plea, followed by the sound of running water.

Cindy tossed her magazine on the table, heaving herself from the chair with an aggravated sigh. She hadn't exactly been planning a hot night out, but playing go-between was never a good time. Regardless of which way the couple in question might swing.

How exactly had she gotten stuck playing matchmaker, at her age?

 

* * *

 

Out in the hallway, Logan was fidgeting in his wheelchair. He hardly saw the peeling paint on the walls, ignoring the squeak and snuffle of rats grown bold. He'd had his entire physical therapy session and the drive over to think of an excuse to cancel tonight's mission, and still hadn't managed to come up with anything that sounded remotely plausible. The harder he tried to invent some believable story, the more fanciful the elaborations became until he discarded them to start over.

His long fingers twisted nervously in his lap as he cursed his inflated ego. It wasn't enough that he might walk again. No, he had to be cool. Spring it on Max out of the blue, like he'd done it all himself, in the hope that somehow --

 _She'd throw herself into your arms?_ His jaw twitched, and he shook his head. _You shouldn't have come here. Shouldn't have lied to her --_

The door swung open.

_Shouldn't have fallen in love with her..._

The tension diminished throughout his body, even the parts that were currently out of service. Original Cindy was looking fine as ever in a red tie-dye top and hip hugger jeans, hair pulled back in a loose ponytail. But fine as she was, she wasn't Max.

She offered a brief nod. "Hey."

"Hey." Paranoia flared anew in his gut. Cindy was radiating discomfort as she stood in the doorway, regarding Logan with a suspicious look that said the past few months had never happened. That he was nothing more than a sugar daddy, and Max a child who needed to be shielded from his predations.

He took a chance and rolled forward. Cindy didn't budge, and he tried to remain casual. "Max around?"

"She'll be down in a minute." Was that a flicker of worry, behind the mask of cool? Cindy held her ground, looking directly into his eyes. "So what exactly kinda 'errand' are you sendin' my girl on?"

"Nothing she can't handle." Cindy's lip curled, and Logan hurried on before compounding his mistake. "Actually -- just wanted to tell her she's got the night off."

"For real?" A grin slowly spread across Cindy's face, and Logan could feel heat rising in his own. "You came all the way for that?"

"I thought -- if she wasn't doing anything else, maybe she'd be up for dinner." He blundered on, seeing her smile grow wider. "You could come too --"

"Original Cindy could think of a lot of things to say right now, but she's gonna save us both the embarrassment." She glanced over her shoulder. "Tell you the truth, girl really ain't up to it."

Logan frowned. "Not like Max to turn down a meal. Is she okay?"

"Lookin' fine as can be. But I'm thinkin' there's some hardcore PMS goin' on behind the scenes. You feel me?"

"I, ah -- yeah. I think." A flicker of guilt went through him at the almost overwhelming flood of relief. Not having to confront the beautiful, superhuman woman who had become his virtual hands and legs? Sometimes, he wondered if he deserved her.

"Now that you mention it, she was acting kind of weird the other day. Said she might be coming down with something."

Cindy looked and sounded appropriately skeptical. "That'd be a first."

"That's what I thought." Logan frowned again, striving to recall more details. "The window was open, and she said it felt hot. Seemed to be having trouble concentrating."

Cindy's lips twitched in amusement. "You sure it wasn't your animal magnetism?"

Logan's boyish features contorted in a grimace. "I keep telling everyone. We're not --"

"Like that." Cindy shook her head. "Whatever."

"It's okay," Logan insisted. "I don't want her going out if she's not one hundred percent."

Cindy regarded him with a cool stare. "Almost sounds like you care about her."

"You think I treat her like a tool?" Cindy didn't respond, and Logan could feel his defenses crumbling. "Believe me, I do everything I can not to exploit our relationship for my agenda. Would you just...tell her I hope she feels better?"

"Can and will." She flashed him a suddenly friendly smile, along with two fingers, the right way around. "Peace."

With a sigh, Logan turned and wheeled down the hall, preparing to face the crowds of panhandlers in the parking lot below.

Maybe next time, he'd use the phone.

 

* * *

 

The door opened a fraction of an inch to reveal anxious eyes, topped with a mop of dark curls. "Is it safe?"

"You're good, boo." Cindy tried not to stare as Max emerged from the bathroom. The mission-stealthy, form-fitting black outfit might have been sexier on the surface, but it was impossible not to find her gorgeous friend even more adorable in a grungy wifebeater and boxer briefs. The effect was somewhat spoiled by a wan, downcast expression.

Cindy hazarded a guess. "You heard?"

"Night off." Max fell into a chair, a tangle of graceless limbs. "Thank Eyes Only for small favors."

Cindy frowned. "Got what you wanted, right?"

"God, I cannot keep doing this to him." Max buried her face in her hands with a pitiful groan. "To _me_."

"Original Cindy's just sorry we had to miss out on dinner at Chez Logan. The man sets a mean spread." Cindy joined her friend at the table with a sigh of her own. "Can't you just...take matters into your own hands?"

"Believe me, I've tried." Max shuddered. "Should have given up before I hurt myself."

"Ouch." Cindy drained the last of her now-cold coffee, regarding Max with a thoughtful look. The transgenic was shivering ever so slightly, rocking back and forth in her chair.

"I'm not cold," Max snapped, as if reading her thoughts. She folded both arms over her chest, and her glare softened as her eyes briefly fluttered shut, opening once more to resignation. "Just wired."

"You're the one knows what's up." Cindy suppressed her own shudder at the thought of how much worse her own adolescence could have been. There, but for the grace of the universe... "Just speak your needs."

"I dunno." Max stretched in her chair, the quick glimpse of tummy all the more tantalizing for its brevity. "Last time I tried sweatin' it out, I didn't have a homegirl to hang with. You could try and talk me through it."

"Original Cindy once helped a friend kick the junk habit." Cindy rose and busied herself with the kettle. At least they had plenty of tea left. "Can't be too much worse."

"One time I drank a case of whiskey. Trying to knock myself out." Max's face twisted in disgust at the memory. "Only difference was I couldn't remember what I did."

Cindy shook her head in sympathy. "Better that way?"

"Would have been. I was too paranoid about getting caught." The tragedy on Max's face spoke volumes. "Couldn't risk it."

"Damn." Cindy brought the gas to life under the kettle and turned around, hands on her hips. "Aiight. That settles it."

Max eyed her with a wary look. "What's that?"

Cindy pulled the last crumpled bill from her pocket, brandishing it with a theatrical flourish.

"Chinese."

 

* * *

 

Take-out and girly drinks always went a long way, Cindy knew from experience. Max's favorite food cart was at the door before they'd finished the first round of shots, fueled by dregs of parties past and an extra tip to the delivery man for a bottle of cheap vanilla liqueur. Ice cream had nearly found its way onto the menu, but inconsistent power and refrigeration meant that such luxury items were too rich for most budgets.

"I can afford it," Max insisted.

"But you can't get it delivered. And you ain't leavin' this apartment. No buts," Cindy added, seeing Max getting ready to pull out the manga eyes. "Not 'til you can hear Normal say 'hot run' without --"

"Point taken." Max shuddered and made a gesture to ward off evil.

"Birthday ice cream will definitely be on the menu this year," Cindy assured her. "But right now, let's get workin' on this fine dinner before we continue the festivities. 'Cause Original Cindy ain't _even_ tryin' to keep up with you."

"I do have an unfair advantage," Max agreed as they set to opening boxes. "You're a pretty cheap date. You know, for a human."

"And here on out, you're buyin'. Every night." Cindy held up her fortune cookie. "We doin' in bed? Or is that too much innuendo?"

Max paused in unwrapping her cookie. "Dunno. What's yours?"

Cindy cracked open the tasteless morsel, extracting its treasure, squinting at the faded typeface. Just her luck she'd end up like Mom, needing glasses before she was thirty.

"'A beautiful, smart and loving person will be coming into your life.'" She gave a disbelieving snort. "They need to fire that guy. Original Cindy ain't been on a date since you stuck that crazy-ass thing in your head."

"Sorry I ruined your social life." The twinkle in Max's eye helped ease the sting of her words. Still, Cindy felt compelled to respond.

"Ain't you, boo. Got enough on my plate right now, is all." She pointed her chopsticks at Max. "How about you?"

Max snapped her cookie in half, holding the strip of paper at arm's length.

"'In order to take, one must first give.'" The transgenic rolled her eyes. "Yeah. Not touching that one."

"That's what she said." Cindy grinned, and they broke into a round of giggles. "Sorry."

"It's not _that_ bad." Max put the lie to her words by shifting her hips. "Really, this is...way better. Trust me."

"Original Cindy lives to serve." Cindy crumpled their fortunes, discarding them in the empty bag. "Ain't like it's any easier without the menz."

Max paused in mid-shovel, her cheeks stuffed with fried rice. "You mean in bed?"

Cindy stifled a laugh.

"Shoot, you know what it's like to keep a secret." Her drawl was growing thicker, from relaxation and alcohol. "Imagine bein' the only lesbo you know, out witcha friends, tryin' to act all normal."

"At least you have handkerchiefs." Max chuckled at the look on Cindy's face. "Easier than going around checking out barcodes."

"And I'm thinkin' your Manticore history books musta cut off at the swingin' seventies." She leaned over to poke at the stray bits of rice trying to escape Max's smile. "'Cause when we first hooked up, Original Cindy had herself convinced you was a hater."

"Get out!" Max's laughter died, replaced with a worried look. "How come?"

"Oh, how soon they forget." Cindy dug into her goat lo mein with a hearty groan of appreciation. "Damn, girl. How'd you find the only place in the city ain't servin' up Garfield and pound puppies?"

"You know the dealio. Can't give up the connect, or they all gonna want a piece of my action." Max shifted again on the bed, giving her waistband a quick but less than surreptitious tug. "Come on, spill. You can't leave a girl hanging on something that big with no follow through."

"You can't remember, that's on you." Cindy reached over and poked her friend in the nose. Max snapped her teeth at the retreating chopsticks, grinning through the bangs that fell over her eyes.

"Tease."

For a change, Cindy found herself unsure of the proper response. She settled for more lo mein, watching Max from the corner of one eye with her most practiced peripheral vision. She'd never been ashamed of who she was, at least once the pitfalls of puberty were safely in her rearviews, but a few unpleasant encounters with both sexes had taught her the benefits of clandestine observation.

"You're checking me out."

The matter-of-fact pronouncement nearly made Cindy inhale a mouthful of noodles. Max rolled her eyes.

"I'm a trained super-soldier with enhanced senses." A note of wry amusement entered Max's voice. "This close? I can hear your heart speed up."

"Okay, that's hot? _And_ a little creepy." Cindy didn't look up from her food as she shook her head, a reluctant smile spreading over her face. "Besides, it don't mean nothin'. Other than you a fine-ass female and you know it."

"Not hard to look this good." Max snorted. "Just skip that whole genetic lottery. Get the best and the brightest to plan everything out. Long as you ignore the seizures, and being a slave to your hormones, and just generally being a big ol' freak --"

"Max." Cindy waved her chopsticks for emphasis. "Enough with the downer. This is your day, fool. I ain't lettin' you mess it up with your crazy talk."

Max regarded her with a tiny smile of wonder. Cindy frowned. "What?"

The smile turned to a grin. "You said I."

Cindy rolled her eyes. "Moment of weakness."

"You did! You actually used first person!" Max rocked back and forth, bouncing with glee. "Oh, man. I wish I had that on video!"

"As Original Cindy was sayin'." Cindy ignored the rising heat in her cheeks, thankful for a gorgeous natural complexion that hid all but the worst blush. "It don't mean nothin'. Whether you made, or just born that way -- biology is a bitch."

Max's eyebrows were drawn together in thought, the faintest hint of a smile on her lips. "Go on."

Cindy gave an exasperated sigh, nowhere near full mock. "You can tell somethin' big is on the way, can'tcha?"

"Anything to distract me from your grammar?" Max leaned forward, eyes sparkling with anticipation. "I promise. Whatever it is, your secret is safe with me."

"Original Cindy must confess that she once caught herself lookin' at your boyfriend's big ol' bodyguard."

"He's not my boy--" Max's jaw fell open. _"Bling?"_

"And you _ever_ go repeatin' that, it'll be the smackdown time." Cindy felt the heat return to her cheeks full blast. "For reals, you feel me?"

"You're serious!" Disbelief gave way to delight as Max devolved into a giggling frenzy, her own troubles seemingly forgotten. "Oh, _girl!_ "

Cindy shook her head, unable to keep from smiling. "Knew I shouldn'ta said nothin'."

"Come on. I was just havin' fun." Max was instantly contrite, grabbing Cindy's hand. The corners of her lips twitched, but she admirably refrained from a second outburst. "You gotta admit. The idea of you and Bling kickin' it..."

"Pretty wack?" Cindy's embarrassment was obvious; her smile genuine, if uncomfortable. "What can you do? The brother got it goin' on."

"I'll say..." Max's eyes began to glaze over before she yanked herself out of the trance, offering a shamefaced grin of her own. Cindy chuckled, her injured dignity partly assuaged.

"Probably the last thing you need to be hearin' about now."

"Oh, no." Max picked up a pillow, holding it overhead in a threatening manner. "You can't drop a bomb that size and then skimp on the girl talk."

"Sugar, this ain't the time or the place." Cindy wiggled a warning finger, rising from the bed and heading for the kitchen.

"Then when?" Max cried. "Where?"

"You just get through this." _Tough love_ , Cindy reminded herself as she disposed of the trash. At least Max seemed to be doing better. "Need a refill?"

"Uh?" Max sounded distracted. Cindy shook her head, walking over to the doorway.

"Better clean your ears out. I said --"

She stopped dead as she took in the sight of Max writhing on the bed, both hands down her boxers. The transgenic saw her and abruptly froze, then yanked her hands free with a look of guilt, sorrow and unbridled lust.

"Oh, boo." Cindy found herself too full of pity to crack wise. She crossed the space to the bed and sat down beside Max, laying a soothing hand on the girl's fevered brow. "I'm sorry. I tried."

"It's not your fault..." Max was on the verge of tears again. Cindy felt like a pure-D hound dog for being unable to ignore the thickening musk that emanated from her best friend. It rolled off Max in waves, echoing the growing itch between her own legs that Cindy was finding increasingly difficult to dismiss.

 _Fuck it_ , she thought. If ever there was a time to throw caution to the wind, the time was now.

"Never let it be said Original Cindy didn't rise to a challenge." Her determination softened as she stroked Max's forehead, moving down to cup her cheek. "Don't you worry about a thing."

"I -- you mean --" Max sat up, her bewilderment slowly turning to something else.

"I mean you and me." Cindy let her eyes do the talking just long enough. "Gettin' busy."

Max swallowed.

"You sure?" The transgenic's eyes were larger than ever, her expression the very definition of torn. "It's not gonna, you know...make things weird?"

"Now what kind of girlfriend would leave her boo hangin'?" Cindy put on her most reassuring smile. "You just lay it all out, aiight? Work with me, here."  
  
Max smiled back, suddenly shy, biting down on her lip.

"What?" Cindy couldn't help teasing. "Not gonna bust Original Cindy's grammar chops?"

"You're the one who's been here before." Max's voice was equally bashful. "I'm just a tourist."

"We encourage you to visit our humble nation..." Cindy offered a seductive grin, draping her arms over the other girl's shoulders. "As often as you should require our hospitality."

Suddenly Max was hugging her; hard and fierce, making an obvious effort not to crack her ribs. "I love you."

"Back atcha, boo." Cindy returned the righteous squeeze before holding Max out at arm's length with a serious look. "And I know that Logan is your man, and you would never step out on him if you wasn't out your mind thanks to them evil government scientists."

"Guy." Max's blush intensified. "He's not --"

"Shush." She chucked Max under the chin, offering her kindest and most understanding voice. "Now. How can Original Cindy help a sista out?"  
  
"I..." Max was back to looking anxious. "I don't know. I mean, when I go out and screw the first guy that looks good, I'm not really thinking it through, you know? Just...following my programming."

"You and everyone else." Cindy got a shrewd, calculating look on her face that echoed the thoughts within. "Let's take it from the top. This heat thing. All that feline DNA, right?"

"Seems like." Max gave a rueful smile. "Not exactly the kind of pillow talk I was imagining."

"So nature -- _your_ nature -- is tellin' you to mate. Make more little Maxes."

Max looked down and away, reluctant. "I try not to think about it."

"Uh-huh." Cindy leaned back on the pillows, tugging Max along with, encouraging her to snuggle in. Max closed her eyes and purred into Cindy's chest, slinging one knee over her belly, nudging the warmth between her legs into the bones of her friend's hips.

Cindy continued, steeling herself against distraction. "And how much experimentin' you do on your own? You know, to figure all this out?"

Max's smile vanished again. Cindy waited, patient for the inevitable.

"Not a lot."

The words were too quiet, and Cindy chose not to press. She held Max close, stroking her back in slow, easy circles.

"Way I'm seein' it, we gotta fool Mother Nature."

The coy, playful note returned. "I heard that wasn't very nice."

"Sometimes?" Cindy allowed a microsmidgen of suggestive. "What a girl needs ain't so nice."

Max sucked in a breath. Cindy couldn't help a contented sigh at the feeling of the younger woman grinding against her, agonizingly slow.

"I..." Max stopped moving, exhaling into Cindy's cleavage. "I read a biology encyclopedia once."

Cindy felt a laugh ride up. Hardly mean-spirited, but she chose not to give voice to it. "That help?"

"I was twelve. And it was a vet text." Max twisted her mouth in a dainty grimace. "Did you know that the male cat's penis is barbed?"

Cindy blinked. "Say what?"

"For serious." Max's face scrunched up further, as though she'd swallowed a slice of lemon. "The females don't squeeze out eggs before they do the deed. Wanna know how much Mother Nature is a royal bitch?"

Cindy raised an eyebrow. "Probably not?"

"The stimulation, quote unquote, of the vulva during intercourse causes the female to ovulate." Max sounded as though she were reciting from memory, making appropriate finger gestures to accompany her sarcasm. "This is painful, but a necessary part of the process."

"Damn ain't the word." Cindy shook her head again. "What was that you were sayin' about pillow talk?"

"That's X series for you. Cat people all the way." Max snorted. "Should be grateful Manticore didn't make us anatomically correct."

"Original Cindy can appreciate the value of a little pain with her pleasure." She kissed Max on the head and hugged her close, enjoying the smell of freshly washed hair. "But let's cross that bridge when we come to it."

Max shivered, burrowing further into her chest. "You _are_ a tease."

"So I been thinkin'." Cindy continued as if Max hadn't spoken. "We wanna put this estrus bitch in her place -- we gotta convince your body it got good and laid."

Max sounded hopeful. "Wouldn't say no."

"That's the thing. I got the skills, no question. But what you see is what you get. If your program says, well, that was all fine and dandy but I gots to have me some sperm --"

Max giggled.

"You see?" Cindy lifted Max by the chin again, capturing her gaze. "Don't wanna leave you high an' dry. As it were."

Max was silent for a moment before her face hardened with resolve.

"I'm game if you are. I just..." The transgenic looked as though she were still teetering on the brink of decision. "I don't wanna hurt you."

"I know you're stronger'n you look." Cindy's gaze never wavered. "So am I."

"I know." Max reached up and took Cindy's hand in her own, holding them against her cheek. "You're an Amazon. No doubt about it."

"But?"

Max sighed.

"The nice thing about a planned breeding program with your own kind? No worries about damaging the merchandise." The younger girl winced. "I could have really messed up some of those boy toys when I was out on the prowl. Another X series -- least I wouldn't have to worry about breaking 'em."

Unbidden, the memory surfaced of Max crashing through a window, crouching low on the floor, lifting her head to reveal twin trails of blood running from her eyes; her tiny body a whirlwind as she tossed three huge men around like rag dolls, sending one through a brick wall. Cindy swallowed at the recollection, fighting the urge to join her friend in a good squirm.

"Okay, before Original Cindy says what's on her mind, know this: She'd be sayin' the same exact thing if you weren't some bad-ass Amazon. And she's gonna tell it to you straight -- no pun intended. We clear?"

Max chuckled, gazing up with an adoring expression. "Totally transparent."

"Girl, in a state of nature -- you'd get laid and like it. Whether or not you liked it. Know what I mean?"

Max's pupils dilated and she bit her lip. Cindy could feel a tremor as the younger woman clenched her thighs.

"Looks like you do." Cindy leaned down and captured a delicate earlobe between her teeth, hearing Max's gasp as she gave a quick nip and release. "And they wouldn't worry none about breakin' you. Naw, they'd just... _take_ what they wanted."

She inhaled greedily, trying to capture every molecule of the heady scent; breathed out slow and steady, laying kisses along the ridge of a delicate, shell-like ear. "That'd be you."

"Fuu..." Max's tongue crept out over her lips.

"You like that, huh?" Cindy could feel the brainstorm of desire overpowering what little of her restraint remained intact. More like kicking the feet out from under it and, well -- restraining it. Max was looking increasingly frantic, and her desperation only made Cindy all the more determined to deliver. In good time.

"Big bad super-soldier," she taunted. "Can't even sit still, can you?"

Max's mouth fell open again. For a moment Cindy thought she'd made a horrible mistake, triggered some Manticore-related PTSD. But Max only swallowed, her pupils expanding further.

"Sir..." Max shivered in her grasp.

Cindy gently twined her fingers through Max's hair, holding the other woman a fraction of an inch from her lips, raising one meaningful eyebrow.

"Can you?"

"Sir -- no sir." A gasp that was almost a sob. Max shut her eyes and threw back her head, arching her spine, pressing their bodies together. Cindy pulled a little harder on her hair, taking time to enjoy the view of tits thrust out, nipples begging for attention.

"Are you even capable of taking orders, maggot?"

"Oh God yes -- I mean sir, yes sir!"

Cindy released her grip on the hair. Max's head fell forward and her eyes flew open, blazing fire.

"On your feet," Cindy chuckled. Max disengaged from her with more speed than grace and quickly stood at attention, staring directly ahead. Cindy took a moment to admire her trembling body, the dark and swollen peaks protruding through the thin fabric of her shirt.

"Where's that uniform?" Cindy rose, hands behind her back. Striding toward Max as slowly as possible, she began a slow circle around the other woman, her eyes roving up and down in blatant appreciation of the diminutive form presented for her inspection. "Where is Original Cindy's sexy camo? Her fine dress blues?"

"Um..." Max was looking more confused than aroused. "Laundry day?"

Cindy leaned in to whisper in her ear. "Don't overthink it, boo."

"Right." Max nodded, returning her gaze to an imaginary far-off horizon. The corner of her lip twitched upward. "Sir."

"Are you disrespecting me?" Cindy came round behind Max once more, pushing aside the mass of dark hair. Max stiffened, but remained in place.

"You think you're special?" She placed her hand over the barcode imprinted on Max's skin, lightly gripping her by the scruff of the neck. "Think this makes you _unique?_ "

Max stared at the wall. When she spoke, her voice was small and beaten.

"No."

"Good." Cindy released her and leaned in again, hands on Max's shoulders as she placed a slow, gentle kiss, smack dab in the middle of the hated pattern. The brand of Manticore, encoded into Max's DNA, permanently marking her no matter how many laser removals tried to scrub it clean. The dark circle directly below could easily be mistaken for a beauty mark by anyone unaware of the Red implant, now deactivated, burrowed deep into her flesh. She remembered Max in the throes of a seizure as she and Logan scrambled to defibrillate the implant, astounded at her friend's newly revealed abilities; terrified at the thought of losing her.

She allowed her voice to soften. "You know what does?"

"What?" The catch in Max's throat was enough to put a lump in Cindy's own. "Sir," the transgenic added hastily.

Cindy slid her hands around front, stepping in close, cupping those gorgeous little titties and holding Max close. Barely sexual somehow, as she buried her face in the juncture of neck and shoulder.

"You."

Max's head lolled back, eyes fluttering shut. Her inward breath became a shudder. "Oh --"

"Now strip."

Cindy put every inch of authority she had into those words. For what it was worth, she wasn't rightly sure how she'd respond if obedience turned to defiance at this late stage. Pushy bottom could be fun, but it was a whole different dynamic. And she was already having fun pushing her own boundaries, the lack of safeword adding a new and exciting edge to their negotiations. If Max chose to back out, then -- however reluctantly -- Original Cindy would let her go.

But damn, it was fun to think about.

 _Not_ letting her go.

Max was still frozen, head thrown back, her eyes closed. One arm began to rise, slow and graceful, reaching back over her shoulder in a languid caress as she attempted to return Cindy's touch. More open and vulnerable than ever --

"Hey!" Cindy couldn't help laughing, but it was impossible to keep character when the person you were trying to dominate managed to remove their own shirt with one hand, in less than two seconds. Max was still holding her other hand, dangling the tank top from one finger, a twinkle in her eye. It was enough to distract Cindy from looking at her chest. At least for a moment.

Max offered a smile that was not quite a taunt. "Who's got mad skills?"

Cindy responded with a classic dance twirl, pulling a surprised Max into her grasp. Before the transgenic quite knew what had happened, her shirt was in Cindy's hands, being tied around her head in an impromptu blindfold.

"You...have got...to relax." Cindy punctuated the words with a gentle tug as she secured the knot. "Now what did Original Cindy just tell you?"

Max shivered, nipples stiffening further in the chilly air, her pert bottom giving an appealing jiggle inside her shorts. "Relax?"

Cindy kept a firm grip on the blindfold to hold Max in place, her palm meeting said pert bottom with a resounding smack. It wasn't all that hard, but Max actually squealed, rising up on her toes, shivering for a long moment before coming back down to earth.

Cindy let go, finding herself more than pleased at the submissive response as Max snapped back to attention. Her hands slid up the younger woman's sides, barely ghosting the swell of her breasts.

"Up." Again she felt an electric thrill at the sight of a literal superhuman, striving immediately to obey her every whim. Max raised both hands overhead and clasped them together, unable to stop from squirming as Cindy's fingers trailed over the dip of her belly, coming to a halt at the border of those increasingly troublesome shorts.

"I believe what Original Cindy said was..." She grabbed the elastic strip between thumb and index finger, gently pulling the fabric away, deliberately not looking down at anything that might be revealed. Max shuddered, and Cindy let it go with a snap that brought another satisfying squeak from her victim.

"Strip."

"How --" Max was doing a little dance of anxiety, still holding up her hands, and Cindy decided to take pity on her. Strictly for efficiency's sake.

Well. Sort of.

"However you want."

Max lifted her foot and stomped the floor with a growl. An ominous series of vibrations echoed throughout the cheap construction. "Oh, come _on_ \--"

"You want to find out how long Original Cindy can keep you flyin' the friendly skies?" Cindy circled around her captive audience of one; allowing her fingers to drift freely, caressing whatever bits happened to be convenient, or strike her fancy. "Or are you gonna relax and let her drive?"

"Oh, you bitch." It didn't sound mean; Max was smiling, but clearly agitated. A choked laugh emerged from her throat. "God. I'm pathetic..."

Cindy shook her head as she cradled Max's face in loving hands, kissing away the tears that were starting to leak from under the blindfold.

"I gotcha, boo." The overwhelming urge to grab the younger woman by the back of the head and shove her tongue straight down her throat was the only thing that gave Cindy the strength to hold back. Her well worn tie-dyed top suddenly felt raspy and confining, her jeans hugging more than her hips.

She pulled away. New plan.

"Do me."

"What? I mean --" Max made an unhappy sound of confusion. Cindy grabbed her hand, placing it directly between her breasts.

"Get me naked."

"I --" The look on Max's blindfolded face was priceless. "I can't see you."

"Disappointed?" Cindy let go, watching the other girl's fingers knotting into the fabric of her shorts. "Use your imagination."

Max sucked in a quick, sharp breath and then her eager fingers were scrabbling over Cindy, helping her arms up; stripping the older woman of her shirt as quickly as Max had removed her own. Cindy couldn't help a satisfied growl as those same fingers fumbled at her button fly, found the right angle and pulled just so, ripping all of the buttons loose in one smooth motion.

"Down." Cindy realized she was panting as well. She swallowed, forcing herself to repeat the order. "Down, girl..."

Max sank to her knees, burying her face in the pooch of Cindy's belly. Cindy put her hands on Max's shoulders to steady herself, wiggling her hips to help things along as the transgenic coaxed her jeans downward. The look of intense concentration on her friend's face would have made her smile, if she wasn't feeling equally desperate.

She growled again, reveling in her dominant position as she bent down to sniff and kiss the back of Max's neck. Max moaned in frustration, and Cindy laughed as she pulled away.

"There ya go --" First one leg, then the other; things were much more equal now. Cindy sent a quick prayer to Sappho, grateful that her raggedy old underwear had decided to come off with the jeans. Not as though Max would have seen, but a girl liked to be her best. Especially someone's first time.  
  
Max was still on her knees, holding Cindy by the hips. She gazed up at the older woman, her sightless expression full of pure joy.

"You're beautiful."

Cindy swallowed, not daring to respond. If not for Logan, she would have been lost. Max had stolen her heart long ago, and now she stood naked before her best friend, suddenly powerless to give voice to those feelings.

She helped Max rise to her feet, this time unable to resist a sudden, savage kiss. Max responded with equal hunger, and Cindy forced herself to pull away.

"Now." A note of mock confusion entered her voice. "I seem to recall there was someone else round here needed to get naked. Hm. I wonder who it could be..."

"Please --" Max was trembling so hard that if Cindy didn't know better, she'd think it a seizure. "Just tell me what to do, please --"

"Can't do everything for you, boo." She stepped back again, lifting Max's hands in hers, laying a kiss on those twitching, slender fingers. "Price of freedom."

Max stood there shaking, her eyes unreadable under the knotted shirt. Cindy was about to give up -- or at least change tactics -- when the other girl began to move. Slowly sinking to her knees, the trembling transgenic reached back and hooked her thumbs in the waistband of her boxers, leaning forward to touch her forehead to Cindy's feet.

"I can't see." Max sounded plaintive, a little girl lost. "You want to see?"

Cindy felt like she was moving through molten syrup. But Max gave her all the time in the world to move around behind; feel her pulse rise in anticipation, the knowledge that Max could hear the beat of her heart, smell the funk and pheromone stew cooking inside her as well. The animal attraction that drew her to this woman had its polar mate in her, if not its opposite, and Cindy wept with joy inside at the sight of Max inching her shorts down at a snail's pace to expose that tiny, tight little ass, the sopping and nearly hairless treasure beneath.

"Oh, girl." She scarcely recognized her own voice, alien and frightening in its single-minded, inexorable aim. "Original Cindy is _so_ gonna turn you out."

Max's entire body clenched up, from the visibly twitching flesh between her legs down to every last pore of skin. For a moment she lay there, barely moving, then gave a quick and desperate shimmy, her underwear coming off and vanishing into a corner of the room before Cindy could blink.

"Do it," Max hissed. "You need an engraved invitation? Just do it before I --"

"Stand up." Cindy's command was crisp and clear. Max scrambled to her feet with another frustrated whine. "Hands on your head."

While far from cheerful, Max obeyed with commendable eagerness. The hint of rebellion in her expression softened as Cindy knelt down beside her, one hand splayed against her flat and quivering stomach for balance. The other met her ass with a more resounding impact than before, and Max moaned, pushing down and back against the hand now cupping her cheek. Cindy returned the pressure until Max was grinding steadily, not quite sitting on the squeezing hand, little pants and squelching noises indicating her growing pleasure.

"Up."

"I can't --"

"Yes." Cindy's strokes began to slow, then stopped entirely. She gave another squeeze, feeling her own juices simmering at the sensation of that glorious hot mess beneath her fingertips, silently calling out her name. "You can."

"I _will_ hurt you." Max's voice was rough with strain, tears threatening to reappear. She stood on shaky legs, fingers twitching as her hands hung limp at her sides. "I can do that..."

"Bet you can." Cindy brought her hand to her face and inhaled deeply. Her knees went momentarily weak, and she reached out to Max again, watching the other girl's expression under the blindfold. Carefully, Cindy traced a path across her face, leaving behind faint, diminishing trails of moisture.

"That's all you, boo." She held Max's cheeks between her palms, licking away remnants of their pleasure. "And I love it."

A deep hum seemed to start deep in Max's chest, growing until it resounded throughout the room. Cindy had the presence of mind to brace herself as Max leapt into her arms, wrapping her legs around the other woman's waist and peppering her with precise, demanding kisses that left them gasping for breath.

"Good for me you such a little thang..." Cindy cupped her hands on those tiny, well spread cheeks. The heat of Max burned the tips of her fingers, spread open and pressed up against her belly, wet and ripe. Carefully, Cindy lowered them to the bed, returning her friend's embrace with equal fervor.

"So, my little one." She knew Max couldn't see, but her smile was nonetheless decidedly devilish. "Ready for something big?"

Max seemed incapable of words, hyperventilating in quick little bursts as she clutched at her friend's body. Cindy once more shushed away her fears, the very model of reassurance; taking a moment to adjust the knot on the blindfold, making sure nothing too uncomfortable was taking place. At least not without her say.

"C'mere, you..." She laid Max fully out on the bed, stretching her out with both hands overhead, stroking her own up and down the other girl's dusky form. As politely as possible, she began to nudge those slim thighs away from each other, capturing what little belly flesh she could between her teeth for a friendly bite.

"Damn. Need to put some meat on you."

Max giggled again. "How about in me?"

"Seems that might could be arranged." Cindy continued to push her legs back, then the rest of her, encouraging the other girl up onto her shoulders, ass in the air. Max stared up at her, knees framing her blindfolded face, her flesh open and pulsing.

"Now, if you were a guy? Right now, we'd be findin' out how much of your own meat you could choke down." Cindy let her index finger drift over Max's lips, sighing to feel it sucked into the heat of that dainty mouth. Max moaned around her finger as Cindy planted dainty kisses all over the throbbing meat of her now gaping cunt, the heaving pucker of her anus above. "But Original Cindy's got plans for this tight little jewel."

"God!" Max managed, releasing Cindy's finger from her mouth. A stream of drool ran down the corner of her chin, mouth working blindly, gulping for air. "You still think -- I need -- foreplay?"

"Why, sugar. This ain't for you." Cindy smiled at the growing horror on that face as she lowered her own to the steaming hot snatch below, all laid out just for her. The unearthly groan from Max fell in pitch as Cindy proceeded through the longest, slowest lick she could manage, all the way up to the twitching ring of muscle, back down to the increasingly red, angry-looking knot of nerves begging for her attention. She dipped a single quick finger into that grasping, slippery heat, back out before Max could scream, licking off the juice with a hungry moan. Girl was tight all right, but so wet there was almost no resistance. She allowed more amusement in her voice; a subtle suggestion of cruelty.

"You're just along for the ride."

It was at that point Max began to babble, a literal unending stream of hiccups and mumbled words mainly involving _please_ and _fuck_ and _me_ , in roughly equal proportion and approximately that order. Much as Cindy might have sought to prolong the agony, it appeared that mercy was a dish best served as soon as possible.

She didn't need to look as she reached over to the bedside table, grabbing the handy squeeze bottle of olive oil. A good Girl Scout groupie was always prepared.

"But..."

Max blinked as Cindy tugged away the blindfold. Her eyes fell upon the bottle, going very wide indeed.

"I do think..."

Cindy slowly unscrewed the cap, applying the tiniest bit of pressure to the sides. Max's eyes grew wider as a bead of oil formed at the tip of the nozzle, expanding until it quivered under the force of gravity.

"...you need to see this."

A thin stream drizzled and fell onto Max's throbbing clitoris, which responded by eagerly shoving its way even further out from under its hood. The transgenic howled and shook as her wails rose and fell with the convulsions of her slick, shining openings. Cindy was spreading the lips of her pussy even further open, squeezing the bottle until her entire left hand was likewise covered in oil.

"Breathe," Cindy instructed, gentle but firm. Barely, she managed to set the bottle back on the table without spilling. "There ya go..."

Max stared up at the joining of their flesh as Cindy shaped her slender fingers in a rough cone and began to push, her other hand firmly gripping Max by one cheek to hold her friend open. Every little snag of flesh, every little moan of discomfort was met with another microadjustment, a little more of her own saliva added to the already abundant lubrication. Max's breath was coming shorter and faster, her grasping muscles trying to pull Cindy further inside as they simultaneously contracted, resisting deeper penetration until, with a final, awful groan, both thumb and knuckle crossed the Rubicon. Max sucked in a shuddering breath like a steam engine about to blow, and Cindy suddenly found herself riding a bucking bronco.

She did her best to hold Max down, trying to not be thrown off from the spasms that had the girl keening like she was being torn apart. Bearing down on Cindy, all the way to her wrist, reminding her how she knew that feeling so well; that incredible sensation of being _filled_ , absolutely and completely. It inspired her when her energy was on the verge of fading; gave her the strength to hold fast, gently working her fingers in tiny circles that made her fist expand until Max went off once again, screaming and swearing and squeezing so hard, Cindy swore she would lose that hand for sure. It kept her going when Max pushed back harder than ever, twisting her head so she didn't break her neck; ending up on her knees, face down, clutching the sheets. Easy and safer, letting Max do most of the work. She found herself praying for stamina as the girl's orgasms continued to intensify, inflaming her own passion until she was driven to start whaling again on Max with her free hand, groaning along with her victim at each fresh impact and the resulting convulsions that ripped through her body. Until finally, near collapse, Cindy crouched down and fluttered her tongue over the girl's clenching, quivering asshole, hanging on for dear life.

Her ears were ringing; a faint, far-off buzz. Cindy shook her head, coming back to find Max wrapped around her, their bodies drenched in sweat, her hand still trapped between the other woman's tightly gripping thighs. Must have slipped out while she wasn't paying attention.

"Wow." Cindy blinked. "Did Original Cindy just put her _own_ ass to sleep?"

No reply was forthcoming. Cindy frowned, trying to get a better look at Max's face in the growing dusk.

"Huh?" Max raised her head. "Nah. You weren't out long. I think..."

"Darn," Cindy chuckled. "Figured I couldn't take you down."

Max let her head fall with a groan, shivering and rubbing her body fully against the older woman. "Damn close."

"Since I'm fightin' Manticore? I'll take that as a compliment." Cindy felt a shiver of her own, and Max looked up again.

"You okay?"

"Kinda worn out," Cindy admitted. "Sore shoulder."

"Aw." Max pressed her lips to the nearest shoulder. "That one?"

"That's the one." She gave a long stretch, sliding one foot up the back of Max's leg. Max looked up, lips still attached, her smile not quite innocent.

"You want?"

"Hm." Cindy pressed a finger to her jaw, looking up at the ceiling. "Is it really better to give than to receive?"

"You just gave it to me pretty good." Max smiled and shifted, planting a soft kiss at the corner of Cindy's lips. "How was it for you?"

Cindy smiled back. She returned the kiss, then gently grabbed Max by the neck and pulled her away.

"Why don't you show Original Cindy how good you can be?"

Max's olive skin was markedly flushed and feverish, her visible embarrassment only making her hotter. At least in Cindy's opinion. The look on her friend's face as she lowered her mouth, gaze never wavering, sent as much fire through her veins as the gentle suckling of her suddenly all too sensitive nipples. Max looked up at the hiss of pain with evident concern.

"Don't worry, boo." Cindy shook her head and grinned, sly as a fox. "Got somethin' else needs your attention."

She let her eyes drift shut, going into a glacial squirm and writhe as that soft mouth kissed its way down. Max's fingers fluttered over her breasts, exploring the planes and curves of her midsection. The transgenic came to a stop, cheek resting on the swell of her pubis, the thickening hair wild and springy.

"Like this?"  
  
Cindy shivered at the question, completely innocent and profoundly wicked. She wrapped her legs around Max's neck with a growl, crossing her ankles over the younger girl's back.

"Almost."

She smiled at the resulting confusion. Before Max could respond, Cindy used all the strength in her lower body to roll them over, grinning down at her once more captive.

"More like this."

"Dang." Passion flared anew in Max's eyes. "You _are_ stronger'n you look."

Cindy leaned down, brushing Max's nose with her own.

"Original Cindy can take a licking and keep on ticking." She nipped the tip of Max's nose, relishing the resulting giggle and squirm, the feel of those powerful arms trapped under her knees. The look in those eyes, the way that cute little mouth hung open were like daggers through her heart, provoking twin urges to cuddle and violate.

She hunched over Max, cradling the girl's head in both hands with a growl and a thrust of her hips. A bad angle for actual contact, but it made Max giggle, plant loving kisses on everything she could reach from mons to belly and back again. Cindy sat up again, leaned back and propped up her knees, feet flat on the bed; the intense concentration on her face softening as she watched Max's expression change to sheer bliss, humming her own pleasure as she sank inside the offered flesh.

Cindy gasped and straightened her back, the pleasure on her face turning to what must have looked like pain as she spread open further, squatting down hard, twisting this way and that. Max groaned into her, thrusting harder as Cindy rocked back and forth, endeavoring to get that eager tongue as deep as mutantly possible.

"Aw, yeah..." She stared down into those beautiful eyes, biting down hard on her lip, trying not to drool. "Get right up in me..."

Max gave an answering muffled growl. Cindy could feel the spasms building as she ground down harder, rubbing her throbbing clit against the tongue that increasingly felt like a tornado, lashing her to and fro. Max was groaning into her cunt again, shifting beneath her, and Cindy hissed as clever fingers found her wet and open, pushing in slow and steady. At least three, maybe four; Max's tongue was speeding up and when those fingers hit that sweet spot inside she knew it was going to be a gusher. The kind that lasts forever, and that realization sent her over the edge, shuddering and quaking as she drenched Max in a shower of fluid. The transgenic squealed in surprise and delight, her other hand finding the small of Cindy's back and holding her in place; her tongue a blur, fingers likewise gaining speed, drawing further incoherent shouts that became a scream, and then even these tapered to nothing as Cindy continued to come, shuddering in silent agony and ecstasy before finally, mercifully toppling over to break contact.

Max was on her as soon as those fingers pulled loose, and for a moment Cindy's heart stopped. Then Max was hugging her, kissing her belly, stroking her hips and ass; the transgenic's own breathing slow, deep and content.

"You good?"

It took Cindy a minute to realize Max had spoken, then all of her strength to respond with a grunt. She tried raising one hand to pet Max. It fell back on the bed, limper than a beached jellyfish.

Max was smiling, but Cindy could detect a flicker of insecurity in her voice. "Good enough?"

"Mmm..." Cindy liked the sound of it. "Where you learn that?"

Max shrugged, pretending nonchalance. "Guess I'm just a natural." She crawled up the other woman's body, once more nuzzling into Cindy's neck. "In all fairness...I had a good teacher."

Cindy let out a deep sigh, returning the nuzzle. "What about you?"

"Huh? Oh --" Max burrowed deeper, sounding very sleepy, thoroughly satisfied. "Yeah. No worries."

Cindy's laugh came out more of an ungraceful snort. "Don't go dissin' my rep, now."

"Naw." Max giggled, her words slightly slurred. "Is good. Iss all good..."

Cindy let out a quiet groan at the sight of Max's thighs rubbing together. Her nipples were still rock-hard as a gentle hand found her breast, Max letting out a quiet chuckle as her body stiffened in response.

"Don't worry, girlfriend. You did me right all right." Max bestowed another soft kiss under her jaw. "I'm good."

Cindy closed her eyes again, matching the contented sigh.

A mischievous note entered Max's voice. "'Til tomorrow."

Cindy tried not to shudder as she drew in a breath. She let it out, very slowly, until she could speak.

"How long is this estrus bitch gonna last?"

"Two...maybe three days, tops." Max looked up at Cindy, the worry on her face plainly visible. "You good with it?"

"Original Cindy can think of worse ways to spend her time." Cindy smiled, capturing Max's chin again with her fingers. "But you _so_ need to be gettin' busy with your boy Logan."

She could feel that super heart skip a beat at the mention of the name. Max didn't look away, a tiny quiver in her lower lip.

"Sick of me already, huh?"

"What did Original Cindy just say?" Cindy tried to sound stern and immediately gave up. "But any time you need a hand --"

Max snickered, and they both broke into giggles. Cindy hugged her close, once more turning serious.

"You...are still my boo. For life. No matter what." Cindy kissed the top of Max's head, voice muffled in her hair. "And always will be."

Max snuggled her smaller frame into the other woman's more sizable chest, the rumble that emerged from her own more than resembling a loud purr.

Cindy held her close, listening to the sound of traffic outside, the growing patter of rain on the rooftop. So her best friend was a mutant and a fugitive, hopelessly in love with someone else. They lived in a crappy apartment, in a broken world. And they were going to be kowtowing their asses off just for the chance to hang on to their equally crappy jobs.

Still.

_I love you, boo._

Life was good.

**


End file.
